Morgan Stanley Direct Lending Fund美股招股说明书(2025-05-12版)

The information in this preliminary prospectus supplement is not complete and may be changed. An effectiveregistration statement relating to these securities has been filed with the U.S. Securities and ExchangeCommission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sellthese securities and are not soliciting an offer to buy these securities in any state or jurisdiction where the offeror sale is not permitted. MORGAN STANLEY DIRECT LENDING FUND % Notes due We are offering for sale $in aggregate principal amount of% Notes due,which we refer to as the Notes. The Notes will matureon,. We will pay interest on the Notes semi-annually in arrears onandof each year, beginning on, 2025. We may redeem the Notes inwhole or in part at any time, or from time to time, at the applicable redemption price discussed under the caption “Specific Terms of the Notes and the Offering —Optional Redemption” in this prospectus supplement. In addition, holders of the Notes can require us to repurchase some or all of the Notes at a purchase price equal to100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date upon the occurrence of a Change of Control RepurchaseEvent (as defined herein). The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will be our general unsecured obligations that rank senior in right of payment to all of our existing and future indebtedness that is expresslysubordinated in right of payment to the Notes, rankpari passuwith all existing and future unsecured unsubordinated indebtedness issued by us, rank effectively juniorto any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness, and rankstructurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities. None of ourcurrent indebtedness is subordinated to the Notes and we do not presently expect to issue any such subordinated debt. We are anon-diversified,externally managed specialty finance company focused on lending to middle-market companies. We have elected to be regulated as abusiness development company, or a BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. We are externally managed by MS CapitalPartners Adviser Inc., and indirect, wholly owned subsidiary of Morgan Stanley, or the Adviser. For U.S. federal income tax purposes, we have elected to be treated, and intend to comply with the requirements to qualify annually, as a regulated investmentcompany, or a RIC, under Subchapter M of the Internal Revenue code of 1986, as amended, or the Code. Our investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily indirectly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have a controlling equity stake in the portfoliocompany. For the purposes of this prospectus supplement, “middle-market companies” refers to companies that, in general, generate annual earnings before interest,taxes, depreciation and amortization, or EBITDA, in the range of approximately $15million to $200million, although not all of our portfolio companies will meet thiscriterion. Investing in our securities involves a high degree of risk, including credit risk and the risk of the use of leverage, and is highly speculative. The middle-market loans in which we invest are typically not rated by any rating agency, but we believe if they were rated, they would be below investment grade. Theseinvestments, which may be referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repayprincipal.Before buying any of our securities, you should read the discussion of the material risks of investing in our securities in “Risk Factors” beginning onpageS-8of this prospectus supplement and page 8 of the accompanying prospectus or otherwise incorporated by reference in the accompanying prospectus, orincluded herein or in any related free writing prospectus that we have authorized for use in connection with a specific offering, and under similar headings inthe other documents that are incorporated by reference herein. This prospectus supplement, the accompanying prospectus, and any related free writing prospectus, and the documents incorporated by reference in thisprospectus supplement and the accompanying prospectus, contain important information about us that a prospective investor should know before investing in oursecurities. Please read this prospectus supplement, the accompanying prospectus, and any related free writing prospectus, and the documents incorporated by referencein this prospectus supplemen